(PRN) Xplore Shareholders Approve Recapitalization

PRNewswire-FirstCall

Published 9:00 pm, Wednesday, May 24, 2006

AUSTIN, TX, May 24 /PRNewswire-FirstCall/ - Xplore Technologies(R) Corp. (the "Company" or "Xplore") (TSX:XPL), an innovative leader in the rugged PC industry, today announced that its shareholders approved the previously announced recapitalization transaction (the "Recapitalization") which will involve the exchange by holders of approximately US$19.1 million of indebtedness, represented by 10% secured debentures of the Company, for approximately 56.2 million shares of a new class of Series A Preferred Shares of the Company. Shareholders representing approximately 45% of all common shares of the Company outstanding were represented at the special meeting. Approximately 96% of the votes cast by shareholders entitled to vote on the Recapitalization were voted in favour of the transaction.

The Series A Preferred Shares of Xplore to be issued in connection with the Recapitalization will initially convert on a one-for-one basis into common shares of the Company at any time at the option of the holder and upon the occurrence of specified events, subject to adjustment for stock dividends, splits, combinations and similar events. The Series A Preferred Shares of Xplore will carry a cumulative 5% dividend that may be paid in shares, contain voting rights consistent with the Company's common shares, and have certain protective provisions, liquidation preferences and conversion features. Xplore currently expects to close the Recapitalization by the end of this month.

The securities offered and any securities issuable on exercise thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About Xplore Technologies(R)
Xplore Technologies Corp, founded in 1996, is an innovative leader in the rugged PC industry. Xplore, which is traded on the Toronto Stock Exchange under the symbol TSX: XPL, has offices in Austin Texas and Helsinki Finland. Its rugged iX104(TM) family of hardware solutions incorporate leading-edge technology, and are designed based on years of customer design input. Xplore's diverse customer base comes from the public safety, retail and wholesale warehousing, utility, military, field service and transportation industries. Xplore hardware solutions are available from Xplore or one of its authorized channel partners, for more information, visit http://www.xploretech.com.

The Toronto Stock Exchange has neither approved nor disapproved the
information contained herein. Xplore Technologies is a registered
trademark of Xplore Technologies Corporation of America. iX104, iX104R,
iX104T, Renegade, All Terrain, iX104C2 are trademarks of Xplore
Technologies Corporation of America. All other tradenames, marked or not,
are the sole property of their respective owners.
-------------------------------------------------------------------------
This news release contains forward-looking statements that involve risks
and uncertainties, which may cause actual results to differ materially
from the statements made. When used in this document, the words "may",
"would", "could", "will", "intend", "plan", "anticipate", "believe",
"estimate", "expect" and similar expressions are intended to identify
forward-looking statements. Such statements reflect Xplore's current
views with respect to future events and are subject to such risks and
uncertainties. Many factors could cause actual results to differ
materially from the statements made including those factors detailed from
time to time in filings made by Xplore with securities regulatory
authorities. Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward looking
statements prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated or expected. Xplore
does not intend and does not assume any obligation to update these
forward-looking statements.
-------------------------------------------------------------------------